TeraWulf Inc 2024年度报告

FORM10-K TERAWULF INC. (Exact name of registrant as specified in its charter)__________________________________________________ (410)770-9500 (Registrant’s telephone number, including area code) Securities registered pursuant to 12(b) of the Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesoNox The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s second fiscal quarter, was approximately$1,300,536,223.There were383,137,722shares of common stock outstanding as of February26, 2025. DOCUMENTS INCORPORATED BY REFERENCE Certain information required for Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the2025 annual meeting of stockholders. TERAWULF INC. TABLE OF CONTENTS PART I1ITEM 1.Business1ITEM 1A.Risk Factors10ITEM 1B.Staff Comments25ITEM 1C.Cybersecurity25ITEM 2.Properties26ITEM 3.Legal Proceedings27ITEM 4.Mine Safety Disclosures27PART II28ITEM 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities28ITEM 6.[Reserved]28ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk41ITEM 8.Financial Statements and Supplementary Data41ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure87ITEM 9A.Controls and Procedures87ITEM 9B.Other Information89ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.89PART III90ITEM 10.Directors, Executive Officers and Corporate Governance90ITEM 11.Executive Compensation90ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90ITEM 13.Certain Relationships and Related Transactions, and Director Independence90ITEM 14.Principal Accounting Fees and Services90PART IV91ITEM 15.Exhibits, Financial Statement Schedules91ITEM 16.Form 10-K Summary96Signatures97 PART I ITEM 1.Business Overview TeraWulf Inc. (“we,” “us,” “the Company,” or “TeraWulf”) is a vertically integrated owner and operator of next-generationdigital infrastructure, primarily powered by predominantly zero-carbon energy. We develop and operate high-performance data centersoptimized for both bitcoin mining and high-performance computing (“HPC”) workloads, leveraging clean, cost-effective, and reliableenergy sources to drive long-term sustainability in digital infrastructure. Our operations are anchored at the Lake Mariner Facility in upstate New York, strategically located on the shores of LakeOntario (the “Lake Mariner Facility” or “Lake Mariner”). Developed on the site of a decommissioned coal-fired power plant